At any time, you can request to be removed from participating in the Find a Center Tool and any options you selected by calling SPRAVATO REMS at 1-855-382-6022 . A-2425-13 (App. Joshua Yusuf is the Director and President of the academy and ensures the school is committed to providing high quality education leading to a Doctor of Medicine Degree (MD). DMG Children's Rehabilitative Services (DMG CRS) 3141 N. 3rd Ave., Ste. Silberie, meanwhile, complained that some students from All Saints had transferred to a Dominican medical school, known as All Saints University of Medicine, Dominica, in which Paulpillai and Yusuf owned a combined eighty-percent interest. Support Most iptv box. The judge reasonably declined to continue the status quo, given the precarious financial condition of All Saints, the fractured relationship of the LLC's members, Yusuf's denial of the school's financial problems, and his unwillingness to infuse more funds into the business. Alumni Mentorship Program Meeting Sessions this week! However, proof of either standard suffices because the statute uses the disjunctive term or in listing the alternative grounds for dissociation. (Ibadan), Registrar (Admin.) Of course, Judge Contillo could have just as well based that remedy on the parties' stipulation or, as Yusuf necessarily concedes, on the court's general equitable powers. The record strongly reflects that plaintiffs' refusal to inject capital into All Saints could have resulted in its collapse, had Chilana not singularly assumed that burden. [21][22] Currently, All Saints University School of Medicine is listed in the International Medical Education Directory (IMED). The enforceability of this agreement is unclear. 42:2B44. Stay up-to-date with how the law affects your life. All students are required to pay US $150.00 as caution deposit for the histo/path lab. Graduation Fee At the outset, MEERC received the tuition from these students, which was deposited into an account in Canada (the "MEERC account"), and then wired to the CMB account in Aruba. Id. The value was determined as of June 31, 2008, because the parties had stipulated to that date. Yusuf further contends that the judge erred in attributing zero value to his shares in the company. at 3. Plaintiffs insisted, however, that they were not in a position to make any capital contributions. Choose the All Saints University SVG Experience. For more information, please contact (767) 4405220. Joshua Yusuf is the Director and President of the academy and ensures the school is committed to providing high quality education leading to a Doctor of Medicine Degree (MD). We recognize that Yusuf strenuously maintains that his conduct, and that of his co-plaintiff, Paulpillai, was not wrongful, and that the duo acted in the best interests of the LLC and attempted to prevent defendants from taking unauthorized control of the business and its finances. Despite the gravity of this problem, Yusuf and Paulpillai essentially pointed fingers at Chilana, and sought to position themselves as blameless in the eyes of the teachers. Div. We further clarify that, despite what the parties and the trial judge may have otherwise assumed, N.J.S.A. 2023 Copyright UMCAS. 588, 60001 (App.Div.2005) (noting the Chancery court's discretion in deciding whether to grant the equitable remedy of specific performance). Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. at 46(e)(1)-(3). 42:132(1)(d), which has been repealed, but nevertheless bore some similarities to the LLCA. All Saints will assist students with information concerning insurance companies which provide this service. 221 (E. & A. Indeed, by analogy, Solomon's consultations with Symeonides and defendants are comparable to a medical expert properly considering information from a patient about his or her own symptoms and condition. We reject Yusuf's misplaced reliance on Agha v. Feiner, 198 N.J. 50, 6364 (2009), in which the Supreme Court held that a medical expert cannot testify about a disputed MRI finding made by a non-testifying radiologist if the expert has no skill or competency to interpret such MRI films himself or herself. . The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. It was not an easy road but their guidance and advice, Location Hillsborough Street Roseau, Commonwealth of Dominica. 42:2B24(b)(3)(c). The enforceability of this agreement is unclear. 42:2B24(b)(3)(a), which pertains where a member engaged in wrongful conduct that adversely and materially affected the [LLC's] business; and second, N.J.S.A. The judge similarly detailed his reasons for rejecting plaintiffs' contentions of breach of fiduciary duty concerning the check-signings: The secondary allegation against Chilana is that he breached his fiduciary duty by signing checks in violation of an agreement he had with the foundation, by opening additional bank accounts, paying unauthorized expenses and changing the on-line payment system. They've had plenty of opportunities to show otherwise. PETER SILBERIE, Defendant. Yusuf subsequently appealed the final judgment to this court. N.J.S.A. [A] judge sitting in a court of equity has a broad range of discretion to fashion the appropriate remedy in order to vindicate a wrong consistent with principles of fairness, justice and the law. Graziano v. Grant, 326 N.J.Super. Silberie perceived that the students were being improperly siphoned to Dominica. R. 2:113(e)(1)(E). Yusuf, but not Paulpillai, appealed. Here, the Operating Agreement contains no language that clearly indicates that the members of the LLC, by agreeing to its terms, knowingly waived the applicability of judicial dissociation under N.J.S.A. 235, 23738 (Sup.Ct.1888), aff'd, 52 N.J.L. Sebring, supra, 847 N.J.Super. However, as we have already noted, the LLCA does not mandate a forced sale of shares in the event of dissociation. Pomerantz Paper Co. v. New Cmty. This program includes 4 semesters of premedical courses, including those listed above. Shortly before trial, on September 4, 2009, Silberie agreed to sell his interest in ASUMA to Chilana for the nominal consideration of one dollar. 544, 559 (App.Div.1997); see also Beseman v. Pa. R.R. denied, 36 N.J. 300 (1962). [13], Students may complete their clinical rotations in the following affiliated teaching hospitals and among a number of other approved medical institutions across the world. 12, 31 (App.Div.1961) (same), certif. 42:2B24(b)(3) for judicial dissociation of plaintiffs from the LLC. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. [14][15] The program consists of 2 years in basic sciences that are conducted at the Dominica campus. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously. A-2628-09 (App. Login Aruba v. Chilana, No. First, we note that N.J.S.A. Although provided the opportunity by the court, Yusuf did not present a valuation opinion on remand. in Chemistry with a minor . The trial court shall enter an amended judgment within twenty days to reflect our ruling. Id. Yusuf has not established that any alleged waiver of the LLCA's dissociation provisions was clear and unequivocal. 42:2B-1 to-70, since repealed, the judge ordered Yusuf and Paulpillai dissociated from ASUMA and paid fair value for their interests, which value was determined to be zero on the stipulated valuation date. The court's findings of fact are binding on appeal when supported by adequate, substantial, credible evidence. Cesare v. Cesare, 154 N.J. 394, 41112 (1998); see also Brunson v. Affinity Fed. Dissolution is the only remedy that a Delaware court may grant if carrying on the LLC business according to the operating agreement becomes not reasonably practicable. Del.Code Ann. We note that the new statute uses similar, but not identical, provisions as the LLCA concerning dissociation by judicial order. Founded by a group of dedicated medical and business professionals, all of whom had over 20 years of experience in medical education, All Saints University only had 28 new students in April 2006 when they first opened. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. at 22). We recognize that the parties hotly dispute the wrongfulness of plaintiffs' actions as to the bank accounts. Begin your journey in medicine and path to success at All Saints University SVG. We explained that our remand was "premised on the fact that the parties had stipulated to a buyout upon dissociation. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government. Every student is a member of the central student government. In a nutshell. Chilana responded by e-mail, accusing plaintiffs of also signing checks in breach of Paragraph 7F. Joshua Yusuf is the Director and President of the academy and ensures the school is committed to providing high quality education leading to a Doctor of Medicine Degree (MD). None of the parties objected to this characterization of All Saints for purposes of the valuation..FN17. [20], All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. The faculty and personnel at All Saints constantly provided me guidance and answered my questions promptly while also facilitating my clinical rotations to help develop me into a future physician. Having dissociated plaintiffs from the LLC pursuant to the statute, the trial court then attempted to fix an amount representing the fair value of their interests in the LLC. English Articles. Solomon also apparently requested to speak with plaintiffs, but he was unable to do so. In this respect, the Delaware statute reads: On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. The Operating Agreement required that [a]ll expenses of [ASUMA] be approved by the directors, and that All Saints's operational expenses must be approved by at least three shareholders / directors. However, at trial Yusuf specifically contested only the issuance of two identified checks: one to Chilana's lawyer, Lazerowitz (which was evidently payment for Lazerowitz's services rendered in forming ASUMA); and another check to Volpo (which Yusuf discovered was a designation for the payment for student clinical rotations). FN15. A-2425-13 (App. Copyright 2023, Thomson Reuters. Paulpillai and Yusuf threatened to advise Smith Barney that checks signed by Silberie were NOT authorized by the board of ASUMA, which they understood would have serious implications.. ), certif. Rather, the parties and trial judge seem to have proceeded under the assumption that dissociation automatically constitutes a loss of economic rights in addition to a loss of managerial rights. Provides Quality Education and An Invaluable Experience, Accelerated (4-6 Semesters) Nursing Deegree Program, Bachelor of Health Sciences (Diagnostic Medical Imaging), Bachelor of Health Sciences (Medical Laboratory Technology). Subsection 3(a) also requires actual harm to the enterprise, demanding proof that the member has committed wrongs that already have adversely and materially affected the LLC's business. Following a six-day bench trial, the Chancery judge ordered that Yusuf and Paulpillai be expelled from the LLC, upon finding that they had engaged in conduct authorizing such judicial dissociation, pursuant to both subsections 3(a) and 3(c) of N.J.S.A. at *20. But the determination is that based on this record they've converted these moneys to their own purposes, and they have done so in [derogation] of the entity that should have received the moneys. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. Work on the Warner Expansion is expected to continue in the course of the new year. Our focus here is upon N.J.S.A. And to the registrar, Dr. Guzin Dincel, thank you for always being a listening ear and for advocating for me when I needed it. Students are given the option to choose one of the following specialties. Chilana counterclaimed for fraud, misappropriation of funds and corporate opportunity, breach of fiduciary duty, misconduct, and negligent misrepresentation. Offering one of the most affordable medical school tuition fee structures and a scholarship program, Take the First Step Towards Your M.D. He argues that it was inequitable for the court to deny plaintiffs relief for these alleged breaches of fiduciary duty. He received his B.S. At trial, Weiner (the fiscal agent) and Glueck (the chief operating officer) each testified about the host of management and financial problems persisting at All Saints. On April 22, 2008, Yusuf and Paulpillai, as plaintiffs, filed a verified complaint in the Chancery Division, alleging breach of fiduciary duty, breach of contract, and misappropriation against defendants, Chilana and Silberie, stemming from their alleged violations of the Operating Agreement. These textual differences, on the whole, make it easier to justify dissociation under subsection 3(c) than 3(a). Chilana, on the other hand, argued that All Saints was essentially a pyramid scheme, because students' prepaid tuition payments had been used to pay All Saints's expenses. Meanwhile, plaintiffs contributed no funds, and Paulpillai advised teachers, by copying them on an e-mail, that defendants were solely to blame for the financial crises. An effective waiver requires a party to have full knowledge of his [or her] legal rights and intent to surrender those rights. Knorr v. Smeal, 178 N.J. 169, 177 (2003). Div. The next day, after Yusuf and Paulpillai had left the office, Chilana asked Silberie to co-sign checks on the Smith Barney account and Silberie agreed. a-2628-09t1 all saints university of medicine NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. I want to thank the teachers at All Saints University, who helped in getting me to where Im at. At the outset, MEERC received the tuition from these students, which was deposited into an account in Canada (the MEERC account), and then wired to the CMB account in Aruba. All Saints University Dominica - School of Medicine 4-Year MD Program The 4-year MD degree program is designed for applicants who have a Bachelors degree in the Sciences or completion of at least two years of post secondary education. In January 2005, All Saints became operational, with an initial class of seventeen students. 42:2B24(b) does not use the term dissociation. That provision simply states in relevant part: Shareholder(s) cannot or shall not at anytime [sic] be compelled to give up or sell their shares for any reason. This is followed by 2 years of clinical clerkship in ACGME-approved teaching hospitals throughout the United States, Canada, United Kingdom, and the Caribbean. 42:132(a)(d). However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. More important, however, the judge noted that even if the Agreement could be read to preclude a forced sale among members, "such a provision would not disable a court of equity from expelling a member of an LLC after seeing that he is fairly paid for his interest. Hence, the court valued plaintiffs' interest in the LLC at zero, consistent with the only expert testimony that it heard on the subject. Food and lodging can range from $450 to $1000 per month depending on individual habits and preferences. Ibid. All Saints University offers three different medical programs for their students. To the extent that the Chancery judge's rulings in this case implicate equitable principles, we also bear in mind that appellate courts are generally reluctant to interfere with the exercise of judgment by a court of equity. [13][16] During this period, students must complete a minimum of 72 weeks in clinical rotations. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion..FN4. Div. The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. Plaintiffs did not agree. Yusuf maintains that he and Paulpillai were justified in trying to prevent Chilana from co-signing checks solely with Silberie, which appeared to be in violation of the Operating Agreement. The order of final judgment is affirmed, subject to the caveat concerning the sale of plaintiffs' shares discussed in Part III of this opinion. On the initial remand, Judge Contillo was unable to find the parties had stipulated to a forced sale with the understanding that N.J.S.A. Student government fee of US$ 150 student government fee is to be paid annually at the beginning of the academic year or semester at US$50 per semester. FN10. Courts are not obligated to impose a remedy when no damage has resulted from a party's allegedly wrongful acts. He argues that this same principle should apply here to the LLC, citing Musto v. Vidas, 281 N.J.Super. Aruba, No. For example, Yusuf challenges the court's findings that plaintiffs wrongfully failed to produce financial documents and student records, complaining that the judge did not identify the items that they failed to supply. Moreover, the judge explained in detail his rationale for denying relief to plaintiffs. As the trial court reasonably found, Yusuf and Paulpillai perpetuated a deadlock with Chilana and Silberie by not contributing such capital to pay All Saints's expenses, such as salaries, despite severe consequences if such expenses were not paid. We note the adjective wrongful is not defined in the statute. Here, that presumptive date would have been the date of the final order of January 6, 2010. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. The parties attempted that day to reach agreement on a method to save All Saints, pending trial. All Saints University offers three different medical programs for their students. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. By certification dated November 24, 2008, Glueck confirmed that All Saints was in poor financial condition. The issues litigated in this case require our application of the LLCA, the operative statute that was in force at the time of the parties' actions and the trial court's rulings, and which remains in force as of the time of this appeal.9 Section 2B24 of the LLCA provides that [a] member shall be dissociated from a limited liability company upon the occurrence of any of the following events, as enumerated in subsections (a) and (b) of the provision and the various subparts of those subsections. The University encourages its students to actively engage themselves in the community and to respond to the needs of those they serve. at 22). The judge fairly concluded from the evidence that plaintiffs' claims of breach of duty, breach of contract, and misappropriation against defendants had not been sufficiently proven. We note the adjective wrongful is not defined in the statute. ALL SAINTS UNIVERSITY OF MEDICINE, ARUBA, ASUMA LLC and RICHMOND. ] In re Trust Created By Agreement Dated December 20, 1961, 194 N.J. 276, 284 (2008) (quoting Rova Farms Resort, Inc. v. Investors Ins. Although defendants should have been attentive to the check-signing restrictions in the Operating Agreement, the judge had a reasonable basis to conclude that their inattentiveness to those restrictions was not injurious to the venture and did not occur for personal gain. 42:2B24(b) is read to afford judges the discretion to withhold dissociation as a remedy even where the necessary criteria are met, the trial judge here did not abuse such presumed discretion. 1958) (declining to apply agreement's asset distribution method on termination where doing so would be inequitable because of partner's repeated breaches of fiduciary duties); cf. Beside MD Degree programs, we offer 4-year (8 semesters) and 3-year (6 semesters) Bachelor of Science degree programs in Nursing. Cookie information is stored in your browser and performs functions such as recognising you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful. Such as French, German, Germany, Portugal, Portuguese, Sweden, Swedish, Spain, Spanish, UK etc He further argues that the expert improperly relied upon hearsay projections of enrollment and other information that Symeonides had received from Glueck and Chilana. at 46(e)(1)-(3). The portion of the Operating Agreement that Yusuf argues that the trial court should have enforced in lieu of N.J.S.A. Joshua Yusuf: Dean . The program consists of 4 semesters of premedical courses, including Biology, General Chemistry, Organic Chemistry, Physics, Math, and Introductory Anatomy. Gurmit Singh Chilana proved plaintiffs Joshua Yusuf and Richmond Paulpillai had breached their fiduciary duties and duty of loyalty to ASUMA, a New Jersey limited liability company they formed in 2007 to manage the medical school formerly known as All Saints University of . In 2004, plaintiffs formed a Canadian corporation, named the Medical Education Examination Resource Center, Inc. (MEERC), for the purpose of starting a medical school in the Caribbean. Yusuf concedes Judge Contillo could have ordered a forced sale of his interest in ASUMA, notwithstanding any provision of the Operating Agreement. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute..FN3. We disagree. I appreciate you all for your work. When, however, Judge Contillo could not find on remand that the parties had stipulated to a buyout with the knowledge that the statute did not compel a forced sale, or that we gave him leave to reconsider the remedy in light of our clarification of the law, Yusuf obtained a windfall. He concluded that the LLC had no positive value as of July 31, 2008, the stipulated date of valuation. They listed the foundation with the Aruba Chamber of Commerce, as a precondition for the charter to be issued. Live Statistics. Given the murky genesis of that stipulation, it is possible that the parties may have entered into it with a mistaken assumption that dissociation under the statute would compel the dissociated members to tender their shares to the remaining members, regardless of whether they wanted to do so. tit. Ibid. admissions@allsaintsuniversity.org Phone Number: 1-866-602-9555 School Details School Name: All Saints University School of Medicine School Email: admissions@allsaintsuniversity.org Address: 5145 Steeles Ave West Toronto, Ontario M9L 1R5 Canada Website: https://www.allsaintsuniversity.org Alternate School Names: Every semester has an examination fee of US $90 per pre-med semester and USD $150 per basic medical science semester. On Friday December 06 th, 2013 the students were officially presented with white coats which signaled their transition from completing the basic medical science phase of their Medical Doctor Degree programme. Located in the city of Roseau of Dominica, the university has been named the best Caribbean Medical School. The judge first addressed defendants' formation of the charter for the third medical school: Plaintiffs have failed to prove a breach of fiduciary duty by Chilana. Div. Examination Fee Following the trial, the court issued a written decision on December 23, 2009. Indeed, by analogy, Solomon's consultations with Symeonides and defendants are comparable to a medical expert properly considering information from a patient about his or her own symptoms and condition. 3 All Saints University School of Medicine, Kingstown, Saint Vincent and the Grenadines. Finally, Judge Contillo determined that Paulpillai's shares could not be acquired by Chilana post-judgment. All rights reserved. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. Co., 50 N.J.L. Program de Masterat - Bancas - masterat profesional de specializare. Dipti Sharma, B. Pharm (Jalandhar), Associate Registrar (Clinical Affairs)Mrs. Pritam Shahukar, MSc. There are a large number of foreign students: studying at All Saints, you can not only gain relevant knowledge, but also make friends around the world. The net opinion rule generally bars an expert from testifying about his or her bare conclusions, where they are unsupported by factual evidence or other data. The government also agreed to issue no more than two charters for a medical school in the country. Aruba, No. By signing up you are agreeing to our Valuation is an art, not a science. Terms & Conditions What we do. He also did not buy or rent property or medical equipment.6, The Order to Show Cause and the Chancery Litigation. Learn more 5-Year MD Program Admission into the 4-year program requires a Bachelor Degree or completion of at least two years of post secondary education, which must include successful completion of premedical admission requirements such as: Biology - 90 semester hours Chemistry - 90 semester hours Physics - 90 semester hours and one year of Mathematics or Calculus, English and Humanities or Liberal Arts. The four parties (Yusuf, Paulpillai, Silberie, and Chilana) also agreed to form a New Jersey LLC, ASUMA, to assume many of the functions of MEERC. Although the Operating Agreement bars shareholder(s) from buy[ing] out other shareholder(s), that provision is contained in the paragraph allocating shares to the parties in All Saints, but not in ASUMA. On January 6, 2010, the court entered a corresponding final judgment dissociating plaintiffs from ASUMA and dismissing plaintiffs' complaint. Even if, for the sake of discussion, N.J.S.A. 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